Ben 10: Unlucky Girl
by LurkerLordX
Summary: Some of you might have seen this story under another name. That was not me. The Ben Ten story was writen and published on my Deviant art several months before...thus without further adu i present the stroy of Ben 10, Charmcasters curse, and being a grrl.
1. Ben 10: Unlucky Girl

Ben 10: (Un)Lucky Girl

In the back of the rust bucket Ben was fast asleep as Max entered the door, at the small table booth Gwen was at her computer typing away as Max tossed a small package next to her.

"Some mail for Lucky Girl came, why don't you take a look." Max said casually as he moved to a counter and began to sort through the rest of the mail.

Before Gwen could react Ben snatched up the package as he plopped down in the couch of the booth opposite Gwen, the package in his hand as he tor open the flap.

"Why is Lucky Girl getting mail but Four Arms or XLR8 aren't." Ben said with a pout. "Aw man is just a stupid mask." he added as he tossed lucky girls familiar mask at Gwen, the only difference was it was trimmed in dull gold instead of the normal trim Gwen had on her mask."

"Hey freak that's my mail, give it back." Gwen protested as she reached for the letter in Ben's hand, leaning back he slipped out the booth and danced past Gwen to escape her.

"Dear Gwen Tenesen, I have seen you traveling around the country with your father and brother..." Ben paused, his face scrunched into a grimace and he stuck out his tongue, "Ick me and Gwen brother and sister." He shivered a moment, "That's just gross."

Gwen took the moment to snatch the letter back shoving Ben onto his ass, "Reading other people's mail is a criminal offense you know Ben."

"Your a criminal offense," Ben shot back getting to his feet."

"Simmer down you two," Max interjected as he pulled the letter from Gwen and scanned it over.

"Looks like someone figured since we get around you might see Lucky Girl and be able to give her the Mask."

Gwen moved back to her seat, lifting the familiar mask in hand and turning it over in her hand, her voice dropped a octave as she lowered her head, "To bad Lucky Girl is gone."

Stopping his antics Ben placed his hand on Gwen's shoulder, "H-Hey Gwen, why don't you put it on." His voice full of sincerity.

Gwen forced a smile as Ben slipped out of the Rust Bucket.

"I'll wait outside while you change."

Gwen's smile broadened, "Thanks Ben."

A moment later Ben sat on the step of the Rust Bucket's door, his eyes downcast to the Omnitrix. "Wonder what I would do if I ever lost you and had to see Lucky Girl save the day all the time?" he said to no one but himself.

A moment later the door behind him opened and Ben jumped up, spinning around he was greeting with Gwen in her Lucky Girl outfit. Before Ben could say anything there was a explosion in the distance. Ben's head craned toward the sound as smoke billowed into the sky.

"It's Hero Time," he exclaimed as he began to spin the dial on the Omnitrix, a moment later he had transformed in a flash of green into Heat blast and with a jet of fire under him he launched himself toward the trouble. Looking back only a moment as he flew away, "You look good Gwen." he commented before vanishing into the distance.

Gwen smiled. Turning back inside as Max rushed to the driver's side and peeled out on Ben's trail, Lucky Girl settling down in the seat at her computer and crossing her arms. "I wish I could really become Lucky Girl again." she said with a sigh.

"I'm sure you will one day," Max returned, "All things come in time."

"I know Grandpa, but I still miss it." she said with a sigh, absently scratching her ear. For a moment a soft violet glow lit the rim's of Gwen's eyes, but it was only for a moment. Elsewhere Charm Caster slowly opened her eyes, a rim of violet flashing in her eyes for just a moment as she got of her prison cot, a wicked smirk on her lips.

"Sooner then you think 'Lucky Girl,' Sooner then you think." she cooed darkly.

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As the Rust Bucket rolled into town Ben had just timed out, Slipping inside he found Gwen still in her Lucky Girl outfit, now seated at her computer filing her nails.

"You are such a girl Gwen," he teased.

Pausing a moment she looked over at him, absently scratching her ear, "I'd rather be a girl then a stupid, immature boy like you Ben."

"I am not immature!" he shouted, crossing his arms over his chest.

"Yerowch!" Gwen suddenly scratched, her voice like the screech of a cat or nails on a chalkboard as she leaps out of the seat.

"Not funny Ben," she accused as she began to rub her butt.

"What did I do?" He feigned innocence.

"You slipped a tack behind me," She accused.

"Did not!" he protested as Max came over to break up the fight, "OK simmer down you two."

"But Ben," Gwen protested, but her protests were cut short as a moment later a long and sinuous orange furred tail erupted from the seat of Gwen's tights. The boys were struck speechless. As Gwen took the tail in hand.

"What...What's going on?" her voice cracking.

Charm caster's laugh echoed in the Rust Bucket as the eye holes of Gwen's mask glowed for a moment. Ben was on his feet in a instant, tearing the object from his cousin's face, a moment later he released his grip as if shocked, but the mask did not fall, instead it hovered in the air, the ghostly visage of Charm caster appearing before them, the mask on her face. The Apparition casually removed the mask, holding it on one hand as she laughed.

"This is for all you have done to me Lucky Girl, enjoy the rest of you 9 lives, as a pet!"

And just like that the apparition was gone, the mask falling to the ground.

Gwen arched her back letting out a pained yowl as her slippers tore revealing large 3 toed paws. Gwen Leached forward as she lifted up onto her toes, her tights fraying and tearing past her knees as white and then orange fur and changing legs rushed up, her tail lashing about wildly kept the boys busy. As the fur vanished from sight under the body suit Gwen let out another yowl as the fabric ore around her midsection as a burning sensation in her chest rode on the heels of the orange and white fur rushing up her exposed midsection as her chest swelled with delicate, petite breasts under the fabric. As the fabric tore around her elbows more fur was revealed as her fingers plumped out into paws, sharp white claws digging into the counter tops of the Rust bucket as Max and Gwen tried to fight of the lashing tail. Their gaze now drawn to Gwen's face as her nose grew dark and her face pushed out, her ears growing large and wide as they changed shape. It didn't need to be said, it was obvious what Gwen was being turned into. And in a few moment it was over, and the new Cat girl, her body covered in orange fur with white around her mouth, chest, hands and feet dropped to her new paws growling.

"G-Gwen?" Ben squeaked out as he reached out his hand cautiously to her.

Gwen lunged, growling and hissing.

"Ben Look out," Max called as he scrambled backward to give Ben room to move.

But it was to little to late, Lucky Girl had Ben pinned, the creature licking her lips she her slitted eyes peered into Ben's hungrily.

"G-Gwen, fight this, your better then this," Ben's voice was cracking, tears streaking his face.

"Myow?" The creature said suddenly its expression turning from one of rage to confusion as she bent in closer, licking the salty tears.

"Destroy him!" Charm caster's voice echoed in the room as Lucky Girl reared up on her hind paws, holding her head n pain. She made a quick glance to the door then back to Max and Ben and bolted out into the city.

Ben scrambled to his feet, "Hold up Gwen," he yelled as he ran after her, "I'm coming Gwen."

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A pair of golden eyes reflected in the darkness as Ben moved cautiously into the alleyway. At the far end a creature hissed and growled.

"G...Grow awrrray Brrrrren," it hissed, "I in contrrrrol now...but...not...surrre." it hissed.

"Gwen fight it, your..." tears stained his face as he moved closer, "...I...This isn't you Gwen."

The monster lunged at Ben, pinning him to the ground, he struggled under the beast to get free but Gwen was stronger. She leaned n closer licking her lips before tasting his tears again. The beast threw back kits head and roared, leaping off of Ben and bounding off. Ben pursued until Gwen leaps up a fire scape and began to quickly ascend the stairs.

"Your not going to loose me that easy Gwen," Ben said as he lifted the Omnitrix, a moment later he was once again Heat blast. Flying up he reached the roof before Gwen but as she reached the top she growled before launching herself over his head and dropping to all fours bounding toward the edge of the roof. Heat blast ran after her, hot on her tail as they leaps from rooftop to rooftop. So focused was he on catching his Cousin, Ben lost all track of time and in the middle of one long leap between buildings the Omnitrix timed out, in a flash of red Ben plummeted toward the ground. Gwen skidded to a halt as he cousins panic scream reached her. She spun around quickly bounding into the space, running down the side of the building until she was under Ben and then leaps across, catching her plummeting Cousin and them leaping off the sides of the building until the reach the rooftop again and she could drop him on his back. Gwen panted, collapsing onto her back as she caught her breath, Ben beside her.

"I-I knew you didn't have it in you Gwen," Ben panted as he caught his own breath. Then after a long pause he tilted his head to Gwen, "Thanks."

"Now I know the world's going to end," Gwen purred, "Ben Tennesen saying thank you.

"Don't get use to it kitty litter," he teased back.

The both sat bolt upright together then, their eyes locked on each other.

"Hey you sound normal!"

"I know, how did I break the spell?"

Granted Gwen was still a cat girl but at least she wasn't trying to kill Ben now, the both dropped back to the rooftop to take a deep breath.

"That's because somethings are more powerful then magic," came Max's voice.

The duo looked over as their grandfather emerged from the fire escape, and said in unison, "Like what?"

"Love," Max said with a smile.

Ben and Gwen looked at each other with disgusted faces. "I don't love him/her, I barely tolerate him/her."

Max just laughed.

"Getting use to being a cat isn't going to be easy." Gwen mused.

Ben nodded, "I know, I'll keep the cat jokes to a minimum."

Gwen smiled, her paws moving to rest over Ben's Omnitrix clad wrist, "Thanks for coming after me Ben."

They slowly sat back up as Gwen cupped her other paw around Ben's hand, tears dropping from her muzzle onto her paws, seeping past her fingers and onto the Omnitrix and Ben's hand, "I was so scared back there, thanks for believing in me Ben, even when I didn't believe in myself."

Before Ben could respond the wail of the Omnitrix drew their attention. Gwen barely had enough time to unwind her paws and catch sight of the Omnitrix's unusually yellow glow before a massive explosion of green light threw Gwen and Ben backward, kicking up a load of dirt. Max coughed along with the voices of two girls as the dust settled. A startled gasp escaping his lips as he saw two figures rise, one was Gwen, human, wearing her torn and tattered Lucky Girl uniform the other was...Lucky Girl, the cat, wearing Ben's clothes, with the Omnitrix's Icon set dead center of her chest.

"Gwen your you!" Lucky girl exclaimed.

"Ben, is that you?" Max and Gwen said cautiously.

"Who else would I be?" Lucky Girl said curiously, before her paws shot up to her throat, "What happened to my voice! I sound like you!" Her next action was to check out the Omnitrix, but it was gone. Max approached cautiously, tapping the Icon on Lucky Girl's chest.

"Ben?"

"Why is everyone suddenly not sure I'm me!"

Then Lucky Girl looked down, and practically jumped out of her skin, her tail lashing wildly, "I'm a girl!"

"Relax Ben," Max said sagely as he tapped the icon, "Somehow the Omnitrix absorbed the curse Charm Caster put on Gwen, but it looks like it's just another alien form. Let's see what happens when you time out."

Ben took a few moment to catch her breath as the Trio made their way back to the Rust Bucket. Elsewhere Charm Caster opened her eyes again, her body seating with rage. "I'll get you one of these days Lucy Girl, bet on it!"

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Ben crossed her hands over her chest as they drove along pouting. "This is so weird."

"Your not the one looking at yourself," Gwen retorted.

"Yeah but you aren't stuck as a girl," Ben pouted.

Gwen blinked, unsure how to respond to that bit of classic Ben logic, that was until he followed up with.

"And these things itch," she whined as she began to scratch at her breasts.

"Stop that," Gwen said batting Ben's paw away.

Ben pouted again, "I don't see what's so great about them."

"When your older," she chuckled, "You find their great for catching boys."

Before Ben could counter the con flashed red and enveloped Ben. When it faded Lucy Girl was gone replaced by...a new girl? This new girl looked like the illegitimate child of Ben and Gwen, sharing features with both but not being dominant in either. Looking down the New girl pat her chest and let out a relived sigh.

"No more breasts, I'm back to normal!" she exclaimed.

Gwen snickered as Ben leaps to her feet as she looked herself over, "Oh man, I'm STILL a girl!"

Gwen snickered as she got out of her seat and looked at Ben's Omnitrix, the dial was bright red, indicating it was still recharging.

"Aw man! It's bad enough I only get 10 minutes as the other aliens but to have to spend 3 hours as Lucky Girl and still wind up stuck as a girl just isn't fair!"

Gwen smiled, "Well then if your stuck like this we need to get you some girl appropriate clothes."

"I am not dressing like a girl," Ben said crossing her arms over her chest.

"You don't have a choice Ben, unless you like looking like a tomboy!"

"I am a boy!" Ben protests.

Gwen snickered, "Grandpa to the mall!"

"Aw man!" Ben exclaimed.

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"You look so cute!" Gwen cooed as Ben crossed her arms over her chest.

Ben wasn't sure how she had pulled it off but this was the fifth outfit sh had tried on, and was the girliest of th bunch. The pink blouse was a affront to everything masculine and the flowing pleated skirt and white panties made her feel like such a pansy. He huffed as Gwen pulled her back into the dressing room once more and got her into another outfit. When the sound of screaming patron interrupted their little girl party Ben was out the door in nothing but panties and a training bra before Gwen could blink. The store was empty as everyone has already fled, only Max was outside to greet them.

"Ben," He coughed, "Might what to put something on."

cheeks flushed Ben ran back in, slipping into his original clothes quickly just as a giant frog leaps past the store.

"Animo," Ben growls as he raises the Omnitrix the face glowing green and ready, "It's Hero time!"

With a quick slam Four Arms emerged, pausing a moment Four Arms looked himself over, "Alright! I'm a guy again!"

He exclaimed before rushing off to battle. Gwen emerged a moment later to stand next to Max.

"Was that a male Four Arms?" she wondered.

"Seems so, we won't know until he times out if he'll remain so, but my guess is because of the mix of alien technology and magic he'll only remain a girl until he assumes one of the regular aliens."

Gwen pouts, "Aw man, I was starting to like having a sister."

Max smiles, "Well we better get going before Ben gets himself in over his head."

Gwen nods, "Wait for us Ben!"

End 10.


	2. Ben 10 Alien Force: Enter Jen 10

Jen 10 Alien Force – Going Hero

A trio of black barbs flew through the air and a dozen DNAliens closed in on Ben, Gwen, and Kevin. In his black ion form Kevin bolted toward Gwen and Ben intent to intercept the barbs but Humungasaur intercepted, the barbs harmless bouncing of his large reptilian chest. The DNAliens rose their beam cannons the force enough to knock Humungasaur back, his bulky body crashing on top of Gwen, only a energy field between them keeping her from being crushed.

A siren wail erupted from the Omnitrix as the forcefield flared and Gwen rolled Ben off her as he reverted from Humungasaur The DNAliens and the HighBreed readied another assault as the wall behind them blew out.

"Lucky girl," a woman's voice hissed as a gray haired woman only a few years Gwen's senior charged in, a handful of clay dogs barking around her feet.

With a wave of her hand the aliens and Team Ben were scattered, the dogs broke off to keep the DNAliens, Keven, and The HighBreed busy as she closed in on Gwen.

"Charmcaster?" Gwen balked?

"I finally found you," the woman hissed as violet energy erupted around her hands.

Ben moved quickly priming the Omnitrix as he charged to his cousin's defense, "Oh no you don't, Going hero!"

The energy wave rippled out as Ben slammed down the Omnitrix, his body launched into the way of the attack as the HighBreed, Kevin, and th DNAliens dispatched the golumns.

"Catscratch!" a high pitched voice purred as the green flash faded, in Ben's place stood a orange tabby with large beast like legs and some very obvious womanly assets. The alien hissed and bore her fangs, as she launched herself at Charmcaster, "Gwen go help Kevin, I got this!"

"B-Ben?" Gwen stammered, "How...never mind, Kevin, Right!" she turned quickly joining the renewed fight with the HighBreed as Catscratch took the fight outside the warehouse

Ben came up from the tumble on her paws, all four of them, before launching at Charmcaster again. The sorceress fired off energy bolts Catscratch's way but she easily ducked and avoided them as she closed the gap, her sharp claws tearing a gash in Charmcaster's clothes but drawing no blood.

"Get off me you half breed freak," Charmcaster protested as Catscratch dropped low and rolled taking her feet out from under her.

"Not if your going to go back to attacking Gwen," Catscratch protested as she launched into a spin kick that sent Charmcaster sailing. A Violet glove caught her in flight as Kevin drop down from the roof, one heavy blow and Charmcaster was out cold. The trio gathered near the unconscious Charmcaster a moment later.

"What happened to the HighBreed?" Catscratch wondered.

"High tailed it out of there after I kicked his but around," Kevin boasted as the familiar green flash indicated Ben powering down, a wide grin and barely suppressed snickers escaped Kevin's lips a moment later, "Nice look there Ben..."

Gwen scowled at Keven as she reached out a hand to Ben's shoulder, or rather the slip of a girl that had replaced Ben. She had all of Ben's clothes but looked more like the offspring of Ben and Gwen. "It's OK Ben, we can just ride out the next few hours."

The girl hung her head as she lifted the fully charged Omnitrix, "I don't think it's that easy Gwen."

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At the table outside the Mr. Smoothly Kevin handed the large cup to Ben and a smaller one to Gwen. As he sat down across them them, the sun was high in the sky as Kevin glared daggers at Ben.

"Alright Ben, jokes over. Change back already this is too weird."

Ben sighed, and looked to Gwen for support, she shrugged. "Kevin it's not that easy."

"You said that this morning," Kevin growled, "What the hell is so hard, you change into freaky stuff all the time."

Ben sighed and took a sip of the smoothie "This isn't a alien Kevin, it's magic."

Kevin snorted, "I thought we went through this already, there is no such thing as magic."

"No Kevin," Gwen interrupted, "I may not be a mage but there is magic, Charmcaster is one and..." her voice trailed off as she looked to Ben.

Ben sighed and lowered her head, "She cast a spell on a mask and it turned Gwen into well...Catscratch. But the Omnitrix somehow absorbed the energy and created my 11th hero. When..." Ben paused to compose herself, shaking slightly. "When Max zeroed out the Omnitrix and put in those 10 new ones I though Catscratch was purged but obviously not."

Kevin shrugged, "That's not magic," he protested, and added before any words escaped the Tennesen's mouths, "I don't know what it is but it is not magic."

"Anyway," Gwen interrupted, "Back when Ben had that ten minute time limit in effect Catscratch remained active for several hours before timing out."

"Into this," Ben explains "I could resent things by 'Going Hero' but I don't think thats going to work. Since the Omnitrix doesn't time out anymore the corrupted signal never gets purged. I'm stuck like this."

Kevin smiled, a look on his face made it obvious he was about to crack a joke but as he opened his mouth he thought better of it pushing up from the table and walking to his car, the stern look on Gwen's face and the hurt one on Ben's new one stole his will to fight.

"Meet me at the warehouses Ben," Kevin said in a semi low voice.

"W-why?" Ben asked cautiously.

"If the Omnitrix wont time out on it's own then we'll just have to wear you down."

Ben nodded, it made sense.

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Ben arrived to the abandoned warehouse pretty quickly, but Kevin was nowhere to be seen.

"Heads up hero," Kevin snickered as he charged out of a side room in his green armor form copied from his car, his fist out.

Ben barely had a moment to react as she slammed down the Omnitrix, "Catscratch!" and back flipped out of the way.

Crouching on her four paws with her tail lashing behind her and her ears folded back she hissed and bore her fangs. A sound reached her and she quickly roll aside and Kevin landed where she just was, his steel first pulverizing the cement on impact.

"Hey take it easy," Catscratch protested as she rose up, her claws raking ineffectually over Kevin's chest.

"No way, we need to get you to time out, and not even alien invasions do that anymore!" Kevin laughed.

Catscratch danced around him as he swung out, she was just to agile for him to hit but she couldn't even scratch his hide. "We'll you don't have to enjoy it so much, stop grinning!"

Kevin grinned wider, caught her with a knee to her stomach that made Catscratch spit up, stumble back and gasp for air, "No way, it's not every day I get to kick your butt."

Catscratch hissed and stepped back, barely avoiding the follow up strike, "Hold up, let me catch my..."

A roundhouse kick sent Catscratch to the floor, her breathing hard. "No way, the more I push you the better the odds I'll push to far and you time out."

Kevin was on top of her in a instant, his fist swung down to take off her head but she dodged moving it just enough to avoid loosing it. "You almost killed me Kevin, let up!"

Kevin smiled wider, "Almost, I have this completely under control." he taunted.

Catscratch hissed and slipped her arm up to Kevin's chest, her paws trembled there on his chest a moment as a wide smile parted her muzzle and she began to purr, "Ohhhh feels nice, you work out don't you?"

Kevin's eyes went wide as Ben's expression shifted back from a sultry smirk to battle ready and seized the opportunity to reverse their position so she was on top of Kevin. "Cu that out Ben, that's just creepy."

Catscratch adjusted her position again, straddling Kevin's lags between hers as she purred and lean in to lick Kevin's face seductively, "Mmmmmm you like a woman on top don't you?"

Kevin shivered as he put all his strength in his arm and shoved Catscratch off of him, she flew through thee walls and out of his sight. As he rose his voice bellowed as he stormed toward her, "What the hell is wrong with you Ben."

Catscratch got to her feet again and shook her head to stop the ringing, "I don't know, it just comes out."

Kevin meet Catscratch in the center of the room, "Well stop it, its creeping me out."

Catscratch was about to speak, but before she could Kevin smashed his fish across her face sending her flying again. As she got to her feet he was on her again kicking her against a wall before grabbing her hair and slamming her face into the concrete. She reversed the next hold and pinned Kevin against a wall, purring she licked her lips as she traced a finger down his chest.

"I like it rough big boy, but all this armor is ruining the fun."

"Stop that," Kevin demanded as he planted a knee into Catscratch's midsection and knocked her back.

He was panting now but if anything Catscratch looked even more energized. She came at him with her claws ready and knocked him onto his back.

"Let's see if we can peel that can off my little treat," she purred as her fist smashed into Kevin's chest, the wind shot out of him and his armor cracked for a moment. Catscratch seized the opportunity and began to pull of Kevin's armor until she had a nice big soft spot. Kevin kicked her off him as she landed on her paws, he launched himself at her pinning her on his back as she licked his face.

"I can smell it on you big boy, come on show a girl a good time."

"Fine," Kevin growled as he dropped his armor, "If thats what you want freak, fine. I'm done playing your games."

Catscratch purred and licked her lips as her paws undid Kevin's belt.

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A knocking at Gwen's door soon found her parents calling to her.

"Gwen," her mother yelled out, "Theirs some cute young girl at the door asking for you should I let her in, she says it has something to do with Ben."

A shiver ran through Gwen Tennesen's body, she had a sinking suspicion she knew who the girl was and went pale when she got to the door and confirmed that fear.

"Oh Ben!" she cried out as Ben seemed to drag herself into the home. Gwen had never seen her 'invincible' cousin look this bad, short of Alien X, and he still wasn't talking about that. Leaving her confused parents behind she hurried to her room with Ben letting her collapse onto the bed as Gwen scrounged through her closet.

"You want to talk about it Ben?"

"No, no really," she said gloomily, her face in Gwen's pillows.

"We're going to have to tell your folks if Kevin's plan didn't work," she commented calmly but firmly.

Ben shivered.

"OK whats up," she plopped down next to Ben brushing his shoulder lengthy brown/red hair out of his eyes, Gwen had to use all her willpower to keep herself in check.

Ben was crying, or rather trying to keep from crying.

"W-What happened cousin?" Gwen's voice took on a softer tone, her own mind reeling with thoughts.

But the one thought that rode above it all was whatever Ben was going through, if he had not absorbed the cure all those years ago she would be in this position, except probably covered in fur. She just couldn't let Ben suffer for both the weight put on his shoulders as the bearer of the Omnitrix and her own. A moment later Gwen wrapped her arms around Ben and whatever walls she had put up came crashing down and her feeling just poured out.

For the most part it was what she guessed it would be, being stuck as a girl, having to break that news and what caused it, the Omnitrix, his nightly adventures, Kevin, Max, all of it to her parents. Gwen was lucky as she listened. Her grandmother was a alien and so her parent half expected her to have powers, the entire Tenesen Task Force thing wasn't going to be a shocker, but Ben's folks...

Then Ben went on, a cold lump formed in Gwen's voice as Ben retold of the fight with Kevin and the...resolution. By the end Gwen's body was harder then any metal Kevin had assimilated.

"That jerk, taking advantage of my cousin like that..." her voice was low, her eyes glowing with mana-light.

Ben's face quickly changed to one of fear as she took her cousin by the shoulders and shook her until Gwen looked into her wobbling orbs, "No Gwen you don't get it, I...I wanted it...I practically forced myself on Kevin. I wore him down until there was no fight left in him and took my 'prize.' It was like the longer I fought, the harder I fought, the more aroused I got...and then..."

Ben broke down into incoherent rambling and tear as Gwen held her close stroking her hair, "It's OK Ben, let it all out...you don't need to be the tough guy around me."

And as Ben broke down like a puppet without strings a nagging sensation clung to the back of Gwen's mind that if it wasn't for her 'annoying little cousin' the one she use to tease constantly while he was 'going hero' and fighting aliens as a kid was that all this pain he was going through was rightfully hers. Yes Ben Tenesen was a hero, he may have been a goof ball, joker, and a brat at time but he never back down from doing the right thing, and he never let it get to him.

Until now.

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"This ones cute," Gwen's mother commented as she held a green skirt against Ben's waistline.

Ben just rolled her eyes, "I don't see what's wrong with what I already own."

Wrapping her arms around her cousin Gwen lead Ben away a few paces and whispered, "My parents can explain why you aren't coming home easy enough and Dad is getting all the people work done so you can get back into school but if we storm into your house and raid your closet your folks are going to ask questions you don't want to answer."

Ben listened intently, nodding her head a bit, "OK I get that, guess I didn't think everything through," she said with flushed cheeks. "But still why do I need such...erm...girly clothes?"

Gwen took Ben over to a near bench and sat down with her, her voice calm and even, "You remember your freshmen year?"

Ben nodded, "Cash and JT made it a bit hard to forget, so?"

"OK now think about things from a outside perspective. Your a young teenage girl transferring into school in the middle of the year. That's not exactly going to be a walk in the park is it."

Ben sighs, "I can already here the catcalls and pranks."

"We I think you may be over reacting on the pranks bit, girls don't tend to get a lot of pranks but we do get other forms of unwanted attention, and gabby perverts." Gwen's voice never faltered remaining calm throughout, no hint of teasing or patronizing in it just familial concern.

Ben nodded, "I can only imagine. I don't see why I need such girly clothes though."

Gwen put her hand reassuringly on Ben's shoulder, "OK so you know what to expect, so you will go in mentally armed but the impression you leave is going to haunt you. Think about the impression Kevin or your old send had, what people you never met thought of you. We're cultivating a new image, one that's not going to rub anyone the wrong way. I don't expect you to start baking or playing with dolls but when you walk into school the first day looking like a cool, attractive, an smart young lady, and we keep that image up until we fix things," and at this Gwen paused her eyes becoming hard and her voice a octave lower, "And I promise you we will fix this." before returning to normal, "Then any time someone meets you their going to be going in thinking 'that Ben girl is cool and smart.'"

Ben digested the info a moment and nodded her head, "That would be kind of cool, wish I had all this info when I first started school."

Gwen smiled, "Exactly, first impressions are you only impressions so lets make your first impression one that will get you the attention you want and keep away the attention you don't."

"Alright," Ben said jumping to her feet, "Now I'm ready to shop till I drop!"

Gwen smiled, this was going to a challenge, but she was going to make sure when Ben returned to school his second impression did the secret savior of the world justice.

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"Gwen could you come in her a moment, I'm having a little trouble," Ben's voice carried over the door of the changing stall easily enough.

Gwen was nervous in responding, her cousin after all was practically naked inside and while Ben didn't have anything she wasn't intimately familiar with on her own body she didn't want Ben to feel uncomfortable.

"Uh are you decent?" she asked cautiously.

"Not really and..." Ben seemed to be questioning herself a moment, "Just come in here, please." Her voice almost warbling.

Swallowing hard Gwen quietly slipped into the cramped stall, Ben was dressed only in a pair of white panties, her delicate fingers fumbling with the upper portion of her new undergarments, Gwen blushed furiously as she tried to keep her composure.

"What's the problem Ben?"

"I..." she grunted, "I can't get my breast in this crazy push up bra you insisted I get."

Gwen's hands reached out tentatively for her cousin's orbs, a part of her mind a bit jealous that Ben's assents were a good cup size larger then her own but it was quickly swept aside. If Ben had had her way she would have been flat chested. "May I?"

Ben looked at his cousin confused a moment and then caught on, "Yeah Gwen, lead on."

Taking Ben's assents in hand as well as the bra Gwen began to slowly fit her cousin, making adjustment for th best fit until Ben's assets rested comfortably in the cups and had the slight lift the cups were intended for.

"So why am I wearing a push up Gwen?"

Gwen shrugged, "Boys like big breasts, it's all part of cultivating your image. That's why we have th salon next and then cosmetics and the ear piercer. We are going to enhance your best assets so you really look your best when you step into school on your first day."

Ben nodded, "Girls sure go though a lot of trouble for school, makes me miss just throwing on whatever and bolting."

"Yeah," Gwen's voice dropped for a minute before picking up, "Your going to have to get up earlier each morning to clean yourself up a bit more as well. But it will all pay off. You won't be struggling to get over your first impression forever all you will have to do is maintain it."

Ben nodded, "Be a heck of a lot easier maintaining then reinventing myself after screwing up on the first day."

Gwen stepped back letting Ben bounce on her toes a moment feeling the support and lift of her new brazier a moment, "feel good, man I never though how much a burden breasts are."

Gwen slipped out with a smile, "Tell me about it, when mine started to develop I had no idea how inconvenient they could be at times. But at least I had several months to grow into and with them."

"Hey Gwen, thanks," Ben's voice was low and apologetic.

"Hey what are family for," Gwen returned the laugh.

attractive "How do I look?"

"Your definitely a 8 or 9," Gwen laughed.

"A 8 or 9, what do I have to do to be a 10?" Ben joked.

"That's what the salon and makeup are for."

Ben laughed, "Good cause Jen 9 just doesn't sound half as good."

"Jen?"

"Well who in their right mind names their girl Ben?" she joked again.

Gwen laughed, "The same people who name their son Vilgax?"

Ben burst out into tears laughing, "At least Vilgax never saw this little problem, I can just imagine his rant about the Omnitrix being in the hands of a 'gender bending, weak little human female'"

Gwen wiped tears of laugher away fro her face as Ben did her best Vilgax impression, adding her own tease on the end, "I'm sure he's also make some crack about you not being worthy to even clean the Omnitrix."

"Yeah thats Vilgax alright." Ben said sobering up, "Glad that freak is stuck in the Null-Void."

"Amen."

----------------------------------------------------------------------

"You sure you don't want me to just turn into Humungasaur, it would be easier." Jen, AKA Ben joked as she followed behind Gwen and her mother, all 3 women loaded for bear with new stuff. Jen herself spored a clear polish on her nails and some light makeup and lip gloss but all the little cosmetics had done their effects, boys were turning their heads as she wiggled her little booty in that new skirt of hers, she still needed to perfect her 'strut' but she was faking it well enough.

Ms. Tenesen laughed, "No that's quite alright Jen, I think a 30 foot tall dragon might cause more harm then good."

"Alright," Jen laughed, "But when your all fall off from carrying all this junk don't say I didn't offer."

"On the subject of your new junk," she transitioned playfully, "I hope you don't mind rooming with Gwen until we can get a more private room set up for you."

"Actually," Jen said in her normal tone, "I was kinda hoping, until this all blows over that is, if Gwen wouldn't mind putting up with me sharing her room indefinitely. She's been a girl longer and I could use all the help I can get so I don't make a fool of myself."

"Fine with me Jen," Gwen said warmly.

"Great," Jen laughed as they reached the parking lot and began to put the bags away. "So what's for dinner? And can I help?"

"Ben, offering to help prepare dinner," Gwen gasped playfully as she put her hand on Ben's forehead, "Are you sick, Charmcaster didn't replace you with a pop person did she?"

Ben slumped forward as she slipped into the back seat, "It's not that...it's just weird to be living with my Cousin, feels like I have to, I dunno, pay for my room and board somehow."

Gwen slid in next to her as her mother got in the drivers side, "Well it would be nice, but don't feel obligated to do it."

Her mother agreed, "We understand this is a unusual situation, you need to have some place you feel comfortable."

"Thanks," Jen smiled as they pulled out of the parking area. "But your doing so much for me already."

---------------------------------------------

"Ahhhhhhh," Jen let out a large bench as she dropped onto Gwen's be and leaned back patting her belly, "Your mom is a great cool." she benched again.

Gwen laughed, "Your Ben alright, no matter what you look like on the outside."

Jen laughed as her eye caught a smaller bag off the side of the bed, reached over she removed a small pink shoe box from it as Gwen's eyes went wide.

"Put that away!" Gwen's voice cut sharply.

"What is it?" Jen asked curiously as she popped the top and removed the slick rubbery tube from the package.

Gwen flushed intensely as she snatched the device away and slipped it back into the box, "It's a toy." she whispered.

Jen shrugged, "Weird toy."

Gwen coughed her eyes dropping to between Jen's legs, "It's a toy you uh...don't play with in public."

Jen followed the gaze and her own face flushed, "You can't mean..."

Gwen nodded.

"Your twisted cousin," Jen jabbed.

"I got it for you," Gwen hissed.

"W-W-what would I want with a...that," Jen flustered as Gwen sat down next to her.

"I don't want you to be forced to do something you don't want." Gwen began, tears forming in her own eyes, "I don't want to you give a fight your all and then...attack...Kevin again. I can't even imagine what you must have felt so...whenever your feeling a little...energized...just slip of somewhere...private...and...err...well..."

Now it was Jen's turn to comfort her cousin pulling her into a embrace as Gwen began to ramble on, "I'm sorry Ben...I....Charmcaster...If you...and I...It should have been me."

The last bit caught Jen of guard as she pushed her cousin up and wiped her tears with her sleeve, "Is this why your being so patient with me? You blame yourself for me behind stuck like this?"

Gwen sniffled and rubbed her eyes, "Charmcaster created the spell for me, if you had just left me alone like I kept asking I would be going though all this except I wouldn't be able to pass for human, I'd be Catscratch 24/7."

Jen eyes had that strong spark she had learned to admire in Ben's, that determination to face all odds, to be a hero, "Don't ever think that I blame you Gwen, Charmcaster was a criminal, heck she tried to switch her mind with my body and YOU foiled that plan. Do I enjoy being a girl and having to dress all girly? No but other people have given a lot more. And I know you can fix this Gwen. I can deal with this little detour in my life until you figure out how."

"T...Thanks Ben," Gwen started drying her tears.

A silence passed between them for a while before either spoke again and this time it was Gwen again, her cheeks flush with color, "Can I ask you something personal Ben?"

"It's Jen now," she joked, "And sure, go ahead. Figure I owe you that much after all the personal girl stuff I'm going to have to learn from you."

Gwen forced a smile and made a genuine laugh, cheeks still colored, "What was it like...you know...when you and Kevin..."

Jen paled and her face soured, "I'd rather talk about Alien X."

Gwen was quick to seize that opening, there were very few secrets between Ben/Jen, Gwen, and Kevin, that was one of them and she needed to know just why Alien X didn't work right, "Then tell me about Alien X."

Jen paled more, looking more like a porcelain doll then a human in that instant.. Her mind reeled, there was just so many secrets piling up in there, fears, and worries. Before she could help herself the walls came crumbing down. "It was horrible, Alien X isn't just me Gwen its Ben Plus Two. When I turned into alien X my consciousness had to work with two others, one represented Anger and the other Love, I was suppose to be Reason. Alien X controls time and space Gwen but Alien X doesn't act unless all 3 sides agree. But thats not the worst of it Gwen. I saw everything that was happening but couldn't do a thing. I saw Kevin protect you from those frogs, saw the princess betray you, saw them blow up Pluto. I watched but could not react. And since Alien X controls time and space I coudn't even time out, even if I could, or switch aliens. The other two were locked n a argument dead lock dating back to 'weather or not to save the dinosaurs' and it was my job to break the tie on every single past discussion. While Earth was being destroyed behind me.

Eventually I convinced them to save you but by then I was to fed up, I told them point blank 'Just let me go, I have 9 other guys who can do the job better then both of you combined!' then they argued that they were again the most powerful being in the universe. When i said 'Your not powerful, you don't do ANYTHING, let me out of here.' I must have finally gotten though their thick skulls or Swampfire would have never shown up and I'd still be Alien X right now."

Jen slumped forward as if a massive weight had been lifted, whatever else she was saying was consumed in incoherent rambling and sobbing and Gwen was left to digest what she had just learned...she went pale. Gwen couldn't even imagine what it must have been like for Ben, who always rushed into danger to have to sit back and watch. And she began to understand why the Kevin incident was so tough to talk about. What she knew was that Catscratch has instigated things, and even enjoyed it. Two things Ben would have never done, and that was a frightening idea, being force to not just act against your nature but to revel in it, and she knew Kevin was still a rival in Ben's mind to some degree which only made things worse. She needed to get Ben to talk about it, he needed the release, but that would have to be for another time.

---------------------------------------

The blaring alarm did little to stir Jen from her position next to Gwen in the bed they shared. But Gwen was up on the second beep already picking out her clothes as she called back, "Jen wake up, your going to over sleep and be a mess for your first day."

Jen smacked her lips and turned over drawing the blanket over her eyes, "Fifteen more minutes, it's too early." she groaned.

Gwen sighed as she slipped into the bathroom and filled a small cup with water, a small pit forming in her stomach, but after all they had gone though to cultivate Jen's new image it would do no good for her to arrive o school half dressed with her hair all over the place.

Splash!

Jen's eyes shot open in a instant as she sat bolt upright, "I'm up! I'm up! Sheesh Gwen can't I sleep a little more, what's fifteen minutes matter."

"Its your first day, 15 minutes means everything, your not going to get a second chance to make a first impression."

Jen nodded and yawned, slipping out of her pajamas and kicking them into the hamper as she walked past Gwen in just her undergarments. "Can you pick out a outfit, still not confident enough for that," she yawned.

Gwen nodded slapping Jen's ass as she passed her, "Put more wiggle in your walk Jen, you walk like a boy."

"I will, don't worry, just let me relax when I'm here at home OK?"

Gwen nodded, "You better get washed up, I still need to gt cleaned up and we don't want to waste all morning, we need to have enough time to sit down and enjoy breakfast."

Jen yawned, tossing her bra and panties off behind her as she slipped into the bathroom, "Right Gwen."

------------------------------------------------------

"You certainly have a healthy apatite," Gwen mother commented as Jen packed away a 3rd serving of pancakes patting her belly in a very unladylike manner.

Gwen's father just chuckled.

Gwen looked aghast, "If you keep eating like that you won't fit even into mom's clothes."

Jen held out one hand to 'halt' Gwen as she beat her chest with her other one until a very large belch reverberated from her ribcage up, "It's cool Gwen, 'going hero' burns a lot of calories. Leaves me with quite a apatite."

"Well she is a growing girl, I guess." Gwen's mother laughed.

"10 growing girls, and counting!" Jen joked as she paused for a moment as she looked down at the Omnitrix, "Man I miss XLR8, I could have cleared the disses and put the laundry in before we even finished this conversation."

the honk of a car horn told them Kevin had arrived, "Well thats our ride," Gwen commented as she took Jen by the arm and they hurried out.

Kevin looked the same as he always did but he did do a double take when Jen came running up in a green blouse and skirt.

"Ben?" he gawked, jaw touching his seat as Gwen slipped into the passenger side and Jen the back seat.

"Jen for now," she said simply, avoiding Kevin's gaze.

Kevin flushed as he put the car in gear, a cold silence filling the car as they drove. It wasn't for several blocks before Kevin adjusted his rear view to focus on Jen that he forced a uncharacteristic smile and his voice cracked, "Y-you look nice J-Jen."

"Just drive Kevin." she said coldly.

"Fine see if I compliment you again legs," he shot back.

"Kevin behave yourself!" Gwen chided as she gave Kevin a warning slap.

Kevin rolled his eyes, "Great stuck in a car with two hot babes and their both pissed at me," he mumbled under his breath, "and one of them is Ben of all people."

------------------------------------

Kevin leaned against his car in the lot of the Mr. Smoothly as Gwen came over with a drink, Kevin took it casually and smiled as his eyes watched Jen talking and laughing with a group of boys and girls at one of the tables. "Thanks Gwen."

"You know," Gwen commented tracing Kevin's field of vision, "It's not healthy to just stare at people."

"I'm observing, Ben...Jen, he...she's different...she's...."

"Popular?"

Kevin nodded, "We were cultivating her new image these last few days, imagine if you got to do your freshmen year over again knowing then when you know now."

Kevin nodded, "I see, so it's all a act, Ben...Jen hasn't you know...turned into a real girl."

"No she's a real girl alright," Gwen countered.

"You know what I mean, it just that...Catscratch...." Kevin sighed and looked away from Ben, "forget it."

Gwen wrapped her arms around Kevin and kissed his cheek, "No what is it?"

Kevin sighed, "I'm just worried OK, Catscratch she...she didn't act anything like Ben...."

Gwen nodded, "Thanks Kevin, Ill keep a eye on her." But a pit in Gwen's stomach only tightened. That confirmed it. When aroused Ben stopped being Ben...she had to fix this. It wasn't fair. Ben deserved better.

------------------------------------------------

"Big Chill!"

The DNAliens were reliable predictable though Jen wasn't to pleased to lean what her alien's forms looked like female they were just as effective as ever. Big Chill as she found out didn't look much different as either male or female, probably do to the insect influence of its genetics which keep her thankfully free of surprises as she exhaled a chill mist that that froze the DNAliens solid. Kevin had already coated his body in concrete from a near wall and began o muscle his way through the non-frozen ones as Gwen locked them up with her energy manipulations.

"Are these guys getting easier or just stupider," Kevin cracked.

"I think we're just getting better at taking them down," Big Chill commented. "Now hurry up we still have to stop the latest scheme to transform Earth into their private playground."

Ghosting through a wall Big Chill took the lead, as Kevin and Gwen caught up she was already exchanging blows with a HighBreed as Humungasuar. The battle quickly ended and the trio closed in on the Downed HighBreed to get answers. Predictably he threw up a distraction that let him escape. Humungasaur's fist smashed the cement as the dust settled.

"Every time we get close they manage a get away, this is nuts!"

Gwen sighed as she placed her hand on Humungasaur's massive shoulder, "Come on, it's getting late, lets get some smoothies and turn in for the night."

Jen quickly returned to normal, "You had me at smoothie."

Kevin rolled his eyes, "Better shake those money maker's girls, I'm not going to wait a hour for you to get back to my car."

"We really need our our ride and licenses," Jen commented.

"Yeah well your not old enough, and you don't have any money so move it or loose it." Kevin chided.

"Will you relax Kevin," Gwen chided as she hurried after him, Jen right behind her, "We're not going to waste your time, we need to get home too you know."

"Yeah, whatever." Kevin sighed.

------------------------------------

Gwen tapped her foot in thought as she watched Jen wolf down her third burger. "She seems to be happy with life, shes popular, boys like her, maybe thats enough."

"Don't even think about it," Kevin interrupted her thoughts as he leaned against his car next to Gwen as she watched Jen.

"What are you talking about Kevin?" she said mildly annoyed.

"Giving up on fixing Ben," he snapped back.

"But she looks so happy," as if to emphasis the point Jen and one of the school jocks at her table share a kiss and laugh. "See she even has a boyfriend."

"It's a act," Kevin said flatly, "That's what Ben does."

Gwen blinked and looked at Kevin directly, "What are you talking about?"

"Has Ben ever blown his secret or come close to it? Ever mix up powers when doing quick changes? Ever appear as anything he was not pretending to be?"

Gwen shook her head.

"That's Ben's power, he adapts, no matter what kind of change or situation he is in he adapts and thrives in it."

Gwen looked back at Jen then to Kevin, a thoughtful look on her face, "Yeah I guess your right."

"So don't stop looking for a cure, cause under the act Ben is still Ben."

Gwen nodded.

----------------------------------------------

Kevin and Gwen sat in the bleachers among a small base of students and parents. Down on the basketball game the boys were engaged in a game while on the sidelines the opposing cheer squads rooted for their teams, notable among them was a very energetic Jen Tenesen who was easily matching the energy of any of the other girls. When her side scored Kevin and Gwen cheered with Jen.

As the game wore on it became obvious Jen's team would win and as the game came to a close Gwen was the first outside the ladies locker room to wrap Jen in a warm embrace as she emerged in her normal clothes.

"You were great out there Jen!"

"Thanks," she laughed, "But I'm starving, is Kevin still around?"

Gwen nodded leading Jen to the back lot where Kevin waited alone.

"Hey Gwen," he said nonchalantly as he opened the door for Gwen and let Jen get her own seat in the back. "Where are we going now?"

"Chillie fries," Jen commented, "We're getting chillie fries."

"You and food, I swear you must have a cast iron stomach," Gwen jokes.

"Awe you know you love my food choices, I don't see you turning down free smoothies"

Kevin put the car in gear, grumbling, "I can't believe your a friking cheerleader Ben."

"Jen!"

"Just drop it Ben, we're in private. God how could I ever have respected a guy whose a cheerleader."

Jen laughed, "Yeah well this cheerleader could still kick your ass. Besides it's fun. And really what's wrong with a cute girl being a cheerleader?"

Kevin sighed, "Cause your really a guy."

"Not according to my last physical. When I turned back into a guy and start doing pyramid formations then you can crack jokes."

"Oh I will Ben I will," Kevin laughed as they arrived at the burger joint.

A short while later the three of them were in a park looking up at the stars as they lie on their backs in the grass, Kevin and Jen letting loose a exchange of echoing belches.

"Hey Gwen," Jen said between belches, "You ever wonder where all these aliens," she held up the Omnitrix a moment, "Are out there? I mean we keep finding all these plumber kids but what about their folks where are all the alien parents? Why aren't they here to raise their kids?"

"Their probably dead," Kevin said pessimistically, "Or doing plumber duties on other planets."

"Kevin!" Gwen shouted as she slapped Kevin's face, "That's not very productive."

"Na he's probably right Gwen, like it or not its really just us. Unless we can find some reliable allies its probably only going to be us facing those DNAliens to the end."

"Scared Ben?" Kevin chided.

A tense silence passed for a moment.

"Yeah, a little." she finally admitted. "This isn't just me fighting Vilgax or you. Those old fights were the universe gunning for me but now it's Earth I have to protect."

"Yeah," Gwen's voice was low, "And we already lost Pluto."

"So what," Kevin snapped, "We're going to win this, we don't need anyone. Gwen's got her mana control, I have my powers and you have the Omnitrix, we're unstoppable."

"Yeah," Jen belched, "But I'd still prefer a bit more muscle."

-----------------------------------------------

Jen's head was pounding like a drum as she stirred awake, something soft was pressed against her body as she slowly opened her eyes to see one of the football players laying naked next to her. Her throat was dry and through the pounding migraine she realized she herself was naked and in his arms, sharing his bed, a shiver ran down her spine as she backpedaled of the bed, tumbling over the side and knock over her smoothie, the cup smashed onto her and the carpet and the fain hint of liquor caught her nose.

"Oh god," she whispered as she backpedaled naked out the front door, going hero almost instant as she hit the streets.

--------------------------

Gwen was drawn to the bathroom by the sound of sobbing, as she entered the telltale frost of Big Chill hung on the wall while Jen was in the shower, blood pooling around the drain was visible from outside. Gwen's voice went out as she threw back the curtain, standing in the running water was Jen, a steel wool scrub in her hand, she was crying, and it looked like she was scrubbing off her skin."

"Jen, Jen, BEN STOP!" Gwen shrieked as she slapped the wool away.

Jen collapsed like a marionette without a master into Gwen's arms as she began to ramble incoherently. Gwen managed to get the gist of it though. The prospect of getting drunk and sleeping with some stranger was traumatic enough for a normal girl but this was the epitome of Ben's fears, it was no wonder he had had a psychotic break and was trying to scrub himself clean with steel wool. Gwen wasn't sure how she would have handled the situation so she was doubly mystified how to console Jen. She took to just stroking her hair as the war rained down on them both her mind seeking for the words.

"Oh god Gwen, what if...what if I'm pregnant, I can't handle being a mother, I still want to be Ben again."

"Don't worry, don't worry your not pregnant," she said her her best consoling voice.

"But I...and..."

Gwen closed her eyes, there was one thing she could try. Maybe it might just work.

"Your nor pregnant because your going to be a boy, right here, right now."

That stopped Jen's crying in a instant as she looked up to Gwen. Gwen shut of the shower and stepped out of the stall, her clothes soaked in water and blood as mana glowed from her eyes.

"Look Ben, I'm going collect all my Mana into a sphere and throw it at you, if it work the mana pulse should blast away all your corrupted man which is what is keeping you stuck at Jen." It was a long shot but at this point she didn't have the luxury of research time. "When I do this Ben I'm going to be drained. Can you help me get back to bed?"

Jen nodded, her eyes transfixed as Gwen began to glow violet, the energy becoming to blinding to see before it slammed into Jen like a rock slide.

A thud could be heard as Gwen hit the floor.

As the light faded Ben was at Gwen side, back to his own self as she smiled weakly, "It worked," and passed out.

Ben ignore the fact he was naked for the moment just glad to be Ben again as he helped take Gwen back to her room. Only after she was asleep did he dig up his old clothes buried at the bottom of the closet they had been sharing the last couple months and got dressed.

Ben paused a moment as he passed the full length mirror and saw his old face once more.

"Yes!" he exclaimed "Ben 10 is Back!"

End


	3. Jen 10,001: The Negative Ten Thousand

Ben 10,000 – Allies and Enemies

A decade into the future Benjamin Tennessean has mastered the Omnitrix but it to a slap in the face from his own time throw younger self for the hero with ten thousand faces to realize that there is more to life then fighting evil, and that sometimes the best hero from the job is the one without alien powers. Ben 10,000 has not taken a vacation in years despite a plethora o allies eager to lend a hand, that is all about to change.

---------------------------------------------------

"Animo," Diamond head narrowed his eyes at the gorilla monster who's head was replaced by the glass jar of Dr. Animo's head. "Don't you ever learn?"

Having just been knocked on his back by Four Arms and now at the pointed end of Diamond head's crystals Animo was smiling. "Oh Ben 10,000 I've learned quite a bit from our past encounters, BEHOLD!"

The sky grew dark as a large ship descended into the atmosphere, as the belly opened a army of aliens descended toward Earth as Animo bellowed, "Witness the power of the Negative Ten Thousand."

Diamond head showed no signs of fear, in fact he only smirked, In a green flash he was Ben again, his hand to his ear where a small com device sat. "Gwen, Max, Ken, Devlin, I have a situation here. Get the Plumbers and Galactic Guardians down to my location and fast."

"You serious Ben?" Gwen's voice came back in a instant, the timber spoke of total disbelieve. "What's the situation?"

"Just get down here!" he growled, "I can't fight the Negative Ten Thousand alone."

"N-Negative T-Ten Thousand?" Gwen's voice was horse and shaky. "Gathering the Alien Force Ben, Just hold on."

He was XLR8 in a flash, cruising though the landed alien rank he charged toward the first target Six-Six. There was a flash as Humungasaur slammed a super sized fist into him. Flash: Big Chill put him on ice. Flash: XLR8 speed toward a Forever Knight. Flash: Eye guy focused a beam of optical energy at him to knock him off his feet. Flash: Wild vine tied him up with a root attack. Flash: XLR8 again, picking up speed as he charged toward a trio of alien. Flash: Cannon Bolt crashed into them with XLR8's momentum augmenting his roll. Uncurling Cannon Bolt took a moment to catch his breath. Vilgax fired a energy weapon from behind him. Ben saw it but could not react fast enough.

The energy bean bounded harmlessly off the chest of Prime Specimen as the Galactic Guardians teleported in, with him was his team, as well as Ken Tennessean, Devlin Levin, Gwen and Max Tennessean, Heat blast, Ghost Freak, Grey mater, Four Arms, XLR8, Wild mutt, Cannon Bolt, Wild vine, Diamond head, and all of the rest of Ben 10,000 original alien forms, as well as a small unit of Plumbers.

"Plumbers Fan out," Max's voice carried as his arm transformed into a cannon.

"Alien Force guard the ground!" Gwen ordered.

"Galactic Guardians, Air Patrol" ordered The Prime Specimen.

"Need a hand dad?" Ken said innocently as he slammed down his Omnitrix and turned into Diamond head as Devlin transformed into his hybrid form.

"Thanks," Ben smiled, "I'll soften them up you to finish the job."

"Yes sir Ben!" Devlin cheered pumping his fist in the air.

"Alright," Flash: The High Breed, "Let's stop the Negative Ten Thousand...my friends."

-------------------------------------------

Ben dropped to one knee as he flashed back to his normal self, his breath came in short gasps, Ten Thousand criminals were disabled around him and his equally exhausted allies. Gwen was the first to come to Ben's side followed by Ken, Devlin, Max, Four Arms and the Prime Specimen.

"You did a good job Ben," Gwen offered.

"A truly exceptional job Ben 10,000" the Prime Specimen congratulated, "But you are only human. Do not take my concern the wrong way but I believe you could use a vacation."

Ben nodded as he got to his feet, a smile crossing his lips, "I couldn't agree more." Turning to Ken and Devlin he keeled again, "I'm leaving you in charge. Effective immediately Ben 10,000 retires"

A hushed gasp rose from the assemblage.

"R-Retire?" The Prime Specimen stuttered, "But the universe needs the Omnitrix."

Ben rose again, "And the universe will have it, but Azimuth built it as a tool of peace, to bring different races together, not a weapon. I wasn't much older then Ken when I began and look where I go with no allies to start with. In the beginning Gwen wasn't a master sorceress and Grampa was a retired Plumber. You didn't even know about me Prime Specimen. So with all Ken has to help him I can't see him going wrong."

"But what will you do?" Gwen wondered aloud. "I can't see you just sitting at home watching TV."

"After my vacation Gwen I'm going to turn the Omnitrix toward it's intended goal."

"Your going to become a diplomat?" Heat bast laughed.

Ben nodded.

"Good luck with your new venture," Four Arms offered, XLR8 by his side.

"Thanks everyone, it's been a wild adventure up until now but this new path is something new, I hope I can do Azimuth proud."

-----------------------------------------------------------------------------

"You all packed Ben?" Gwen knocked gently as she entered her Cousin's room, his suitcase filled but still open. Curiously he made her way over but stopped when she saw the contents.

"Sure, why don't you take a look." He said absently as he fished for something in a drawer.

"These are girl's clothes," she said confused.

There was a flash behind her and when she turned around she was looking at...

"Cat scratch? Ben what are you thinking."

"I'm thinking," she said before flashing down to to a human woman that resembled Ben and Gwen's illegitimate love child. "...that everyone knows Ben 10,00 but no one knows Jen 10,001."

"This is crazy Ben, I was out cold for a entire day to purge that corrupt mana!"

Jen smiled, and in a flash Gwen saw her grandmother standing where Jen was, "But you were hardly the mana master or sorceress then that you are now. Besides, when I thought of this plan I decided to visit your grandmother. When I told her my idea she was rather eager for me to sample her DNA so I could 'transcend the limits of the flesh' like she wanted you to do."

Gwen sat down on the bed as Jen closed the case, "This is crazy Ben."

"Look I had a good run as Ben, I want to make a difference as Azimuth intended and Ben 10,000 is just to big a target to do that." Jen said as she sat next to Gwen. "Hey look I have two tickets, I was hopping you would join me. I'm sure female trends have changed since high school and I know I can trust you to lead me though this new stage in my life."

Gwen sighed and closed her eyes. After a moment she turned to Jen and wrapped her arms around her, "You know Jen, I always did want a sister." she says with a smile.

-----------------------------------

"Need a hand Gwen?" Jen shook the towel in the air until it was free of sand so she could place it on the beach. Gwen was already under the sand umbrella spreading sunscreen over her bikinied body. Jen was dressed in a one piece swimsuit while Gwen has a blue two piece as Jen sat down beside her.

"Thanks B...Jen, if you can cover my back I'll do your arms."

"Sure sis, it's a deal."

Gwen smiled as Jen laughed.

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"I dunno? Do these jeans make my ass look big?" Jen commented as she inspected herself in the store mirror.

Gwen nodded, "Yeah their not to flattering," she commented as she move to a small pile of clothes off to Jen side, "Try the flared cuffs on again."

Jen nodded grabbing a pair of the pile and slipping back into the changing room.

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A long martini was set before Jen as her eyes were transfixed on the screen, instead of a sports game the screen depicted Devlin and Ken standing triumphant over some unconscious aliens. She paused and looked to the barkeep confused.

"I didn't order anything."

The blue skinned alien hooked a thumb at a pair of human men sitting at a far table, "Courtesy of the boys there."

Jen smiled and waved to the boys, "Thanks." She passed the Barkeep a tip as she took the glass in hand and made her way over to the boys table sipping her drink.

One of them looked to her arm where the Omnitrix rested. "Ben Ten-K fan?"

"Who isn't?" She laughed.

"True, true," One of the men said as he pulled out a seat for Jen.

She took it and sipped her Martini, "Thanks for the drink. What are your names?"

"Kevin," said the first.

"Rod," said the other.

Jen flashed a smile as she took another sip, "I'm Jen, Jen Ten"

"Cool name," Kevin jokes, "What are you doing in the neighborhood."

Jen smiled, "Enjoying my early retirement."

"Wow you must be set," Rod comments, "You can't more then 25, 30 at most and your already retired?"

Jen smiled and gives Rod a quick kiss on the cheek, "I had a good run, I can't complain."

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"See chancellor, my people are not the brute you believe we are." The female Four Arms commented to the squat pig like alien as she took him through a tour of a construction site.

The alien looked around the sturdy and double reinforced frames of the building with approval as he stoked his chin, "Yes I can see that. A lot of planning must have gone into this building. I can already see the structural durability of the design."

"Our people are not that different. Just because mine use physical power as our defining trait and your rely on advanced intellect we are both advanced space faring civilizations. And united just imagine what we could create."

The alien nodded, "The high tensile polymers of my people with such advanced structural engineering would be a perfect blend."

"And your tactical genius would be most beneficial against our mutual enemy while my people could provide the muscle your people need to fight off the raiders."

The alien nodded as he extended his hand, "Thank you Jennifer. This has been most enlightening."

Jen took the hand in two of hers and shook it gently. "I look forward to what our two races would bring about united."

"As do I."

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The two Diamond head's slowly rose from the burnt ground, their faces a mask of home.

"With the seeds of our shared crystals maybe one day my people will flourish again." the male says holding the female's hands in his own tenderly, "Thank you Jen."

"It's why I'm here," she smiles back, "You'll keep in touch wont you?"

"You be careful Jen, the universe is no safe place."

"I am well aware of that, don't worry, I will be fine."

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The Humungasaur face was red with effort as she squatted in the swap pit, a lone male by her side holding her hand.

"Just hold it together a bit longer Jen, your half done, only thirty more to go."

Jen cast the male a venomous glare as the watter bubbled and her face relaxed and something dropped into the surface. "You try laying a hundred eggs and say it's 'easy'," she grunted as her breathing picked up once more and the contractions began again.

"Your doing great Jen, thanks to you our race can thrive again." he offered encouragingly.

"Just shut up and help me concentrate" Jen grunted.

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Jen flew through the door of the sparsely decorated room and collapsed onto the bed, flashing to Cat scratch as she did. Gwen looked up from painting her nails as Jen rolled onto her back breathing hard.

"Long day?" she offered casually.

"I think I had it easier when I just had to punch things." she pants.

"No body ever said diplomacy was easy."

"Yeah," Jen panted as Gwen got up from her seat and filled a cup from a dispenser inset into a wall. "But I never imagined half the things I would do in the name of diplomacy."

"Such as?" Gwen asked curiously as she pours the creme into a small dish and sets it on the ground.

Jen hopes down from the bed and bends over to begin to lap at the cream purring, "Like lay a hundred eggs to repopulate a planet or stretch my vines into the dirt to transfer fresh soil to a blacked and tarnished earth so new plants could rise."

"We we could go back to beating up criminals," Gwen offers as she runs her fingers though Jen's hair.

"Na it's alright, I'm doing a lot of good."

Gwen kneels down to look Cat scratch in the eyes, "When Charm caster cast her little Lucky Girl trick on me I bet she never expected thing to turn out like this."

Jen laughs, "I'll bet, but then again who ever expected a ten year old boy to find a super powerful transforming watch in the wood that could turn him into ten different aliens. What's more who could ever expect that testosterone charged comic book obsessed video gamer kid would grow up to be a universe traveling diplomatic cat girl."

Gwen laughed, "I'm almost tempted to thank her."

Jen laughed as well, "Me too."

Fin


End file.
